<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PHOTRAN CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
PHOTRAN CORPORATION
APRIL 20, 1998
Dear Shareholder:
You are invited to attend the Company's 1998 Annual Meeting of Shareholders.
It will be held on Friday, May 22, 1998, at the Super 8 Motel, 20800 Kenrick
Avenue, Lakeville, Minnesota. The meeting will begin at 3:30 p.m., local time.
The matters that will be addressed at the Annual Meeting are described in
the attached Notice of Annual Meeting of Shareholders and Proxy Statement. There
will also be reports on the activities of the Company and an opportunity to
submit questions or comments on matters of interest to shareholders generally.
Whether or not you attend the Annual Meeting in person, it is important that
your shares be voted on matters that come before the meeting. I urge you to
specify your choices by completing a proxy card and returning it promptly. If
you sign and return your proxy card without marking your choices, it will be
understood that you want your shares voted in accordance with the
recommendations of the Board of Directors.
Very truly yours,
[SIG]
Paul T. Fink, CHIEF EXECUTIVE OFFICER
<PAGE>
PHOTRAN CORPORATION
21875 GRENADA AVENUE
LAKEVILLE, MINNESOTA 55044
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 22, 1998
---------------------
The Annual Meeting of shareholders of Photran Corporation (the "Company")
will be held at the Super 8 Motel, 20800 Kenrick Avenue, Lakeville, Minnesota,
on Friday, May 22, 1998 at 3:30 p.m., local time, for the following purposes:
1. To elect two directors for terms expiring in 2001; and
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
So far as management is aware, no business will properly come before the
Annual Meeting other than the matters listed above.
Accompanying the Notice of Annual Meeting is a Proxy Statement, Form of
Proxy and the Company's 1997 Annual Report.
The Board of Directors has fixed the close of business on April 14, 1998 as
the record date for determining the shareholders entitled to vote at the Annual
Meeting. Accordingly, only shareholders of record at the close of business on
that date will be entitled to vote at the meeting. The Company's transfer books
will not be closed.
BY ORDER OF THE BOARD OF DIRECTORS,
[SIG]
Judith E. Tucker, SECRETARY
Dated: April 20, 1998.
IMPORTANT: TO ASSURE THE NECESSARY REPRESENTATION AT THE ANNUAL MEETING, YOU ARE
URGED TO SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU SO DESIRE.
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
-------------------
PHOTRAN CORPORATION
21875 GRENADA AVENUE
LAKEVILLE, MINNESOTA 55044
-------------------
APRIL 20, 1998
---------------------
The following statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Photran Corporation (the "Company") to be
voted at the Annual Meeting of shareholders of the Company to be held on Friday,
May 22, 1998, or at any adjournment or adjournments of such meeting.
Distribution of this proxy statement and proxy to the shareholders began on or
about April 20, 1998.
SOLICITATION
The cost of soliciting proxies, including the preparation, assembly and
mailing of proxies and this statement, will be borne by the Company. In addition
to the use of the mails, proxies may be solicited personally or by telephone or
telegraph by regular employees of the Company. Furthermore, arrangements may be
made with brokers, banks and similar organizations to send proxies and proxy
materials to beneficial owners for voting instructions. The Company will
reimburse such organizations for their expenses.
REVOCATION AND VOTING OF PROXY
Any shareholder giving a proxy may revoke it prior to its use at the meeting
by (1) delivering a written notice expressly revoking the proxy to the Secretary
at the Company's offices, (2) signing and forwarding to the Company at its
offices a later dated proxy, or (3) attending the Annual Meeting and casting his
or her votes personally.
Proxies will be voted in accordance with the choices specified by the
shareholders by means of the ballot provided on the proxy. In the absence of
such specification, the proxies will be voted "For" the nominees for director.
A majority of the outstanding shares will constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
Pursuant to Minnesota law, abstentions are counted in determining the total
number of votes cast on proposals presented to shareholders, but will not be
treated as votes in favor of the proposals. Broker non-votes are not counted for
purposes of determining the total number of votes cast on proposals presented to
shareholders.
OUTSTANDING SHARES AND VOTING RIGHTS
The record date for determining the shareholders entitled to vote at the
Annual Meeting is April 14, 1998. At the close of business on that date, there
were outstanding 5,356,247 shares of common stock, no par value, which is the
only outstanding class of stock of the Company. Holders of common shares are
entitled to one vote for each share held on the record date with respect to all
matters that may be brought before the meeting. There is no cumulative voting
for directors.
1
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes in ownership of securities of the Company with the Securities
and Exchange Commission (SEC). Executive officers, directors and persons who
beneficially own more than ten percent of the common stock of the Company are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on a review of the copies of such forms
furnished to the Company, and written representations from the Company's
executive officers and directors, all Section 16(a) filing requirements
applicable to the Company's executive officers and directors have been
satisfied.
INDEPENDENT AUDITORS
As recommended by the Audit Committee of the Board of Directors, the Board
has appointed Deloitte & Touche LLP as independent auditors for the current
fiscal year. Deloitte & Touche LLP have been the auditors of the Company since
1992. Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting to respond to appropriate questions and to make a statement if they so
desire.
SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERSHIP
The following table contains information as of April 1, 1998 concerning the
beneficial ownership of the Company's common shares by all directors and
nominees, by all current directors and officers as a group, and by persons known
to the Company to beneficially own more than 5% of its common shares. As of
April 1, 1998, there were 5,356,247 shares of common stock outstanding; the
common shares are the only voting securities of the Company.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED(1) OWNERSHIP
- ---------------------------------------------------------------------- ----------- -------------
<S> <C> <C>
DIRECTORS AND OFFICERS(2):
Paul T. Fink(3)....................................................... 13,750 * %
Judith E. Tucker...................................................... 0 *
Robert S. Clarke(4)................................................... 35,000 *
Steven King(5)........................................................ 402,569 7.15
Frank L. Brantman(6).................................................. 21,000 *
All executive officers and directors
as a group (5 persons)(7)............................................ 472,319 8.28
</TABLE>
- ------------------------
* Less than 1%.
(1) Shares not outstanding but deemed beneficially owned by virtue of the
individual's right to acquire them as of the effective date of this filing,
or within 60 days of such date, are treated as outstanding when determining
the percent of the class owned by such individual and when determining the
percent owned by the group. Unless otherwise indicated, each person named or
included in the group has sole voting and investment power with respect to
the shares of common stock set forth opposite the shareholder's name.
(2) The address of each director and officer of the Company is 21875 Grenada
Avenue, Lakeville, MN 55044.
(3) Represents 13,750 shares of common stock issuable pursuant to currently
exercisable options.
(4) Represents 35,000 shares of common stock issuable pursuant to currently
exercisable options.
2
<PAGE>
(5) Includes (i) 35,000 shares of common stock issuable pursuant to currently
exercisable options, (ii) 95,000 shares of common stock issuable pursuant to
currently exercisable warrants, and (iii) 146,250 shares issuable upon
conversion of outstanding promissory notes.
(6) Includes 20,000 shares of common stock issuable pursuant to currently
exercisable options.
(7) Includes 345,000 shares issuable pursuant to currently exercisable options
and warrants, and upon conversion of outstanding promissory notes.
PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
1. ELECTION OF DIRECTORS
At the forthcoming Annual Meeting, two individuals are to be elected to the
Company's Board of Directors, to hold office until the annual meeting of
shareholders in 2001 or until their successors are duly elected and qualified.
The Company's By-Laws provide for a Board of Directors of not fewer than two
directors. The Board is divided into three classes with directors serving
three-year terms but with the beginning date for each term staggered so that the
term of only one class expires in any particular year. The Company's By-Laws
provide that the nominees must be elected by the affirmative vote of the holders
of a majority of the voting power of the shares represented at the meeting
(whether in person or by proxy). Proxies will be voted for the election of all
nominees unless you direct otherwise. Should any nominee decline or be unable to
accept such nomination or to serve as a director (an event which management does
not now expect to occur), proxies will be voted for a substitute nominee or
nominees in accordance with the best judgment of the person or persons acting
under them.
At the forthcoming Annual Meeting, two individuals who are currently
directors of the Company are nominated to be elected to the Company's Board of
Directors. The incumbent directors, Steven King and Robert S. Clarke, have been
nominated for three-year terms, expiring at the 2001 Annual Meeting. Two other
directors have terms of office that do not expire at this time, and each will
continue to serve his full term.
Information concerning the individuals nominated for election as a director,
as well as those continuing in office, is set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------- --- --------------------------------------------------------------
<S> <C> <C>
Paul T. Fink(2)(3) 42 President, Chief Executive Officer, Director
Robert S. Clarke(1) 54 Director
Steven King(2)(3) 52 Director
Frank Brantman(1) 53 Director
</TABLE>
- ------------------------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
(3) Member of Governance Committee.
Robert S. Clarke and Steven King serve in a class with a term expiring in
1998; Paul T. Fink serves in a class with a term expiring in 1999. Frank
Brantman serves in a class with a term expiring in 2000. Officers serve at the
discretion of the Board. There is no family relationship between any officers or
directors of the Company.
PAUL T. FINK has been employed by the Company since January 1995. Mr. Fink
joined the Company as Controller, was named Chief Financial Officer in February
1996, was elected as a Director in March 1996 and was named President and Chief
Executive Officer in August 1997. Prior to joining the Company, Mr. Fink was
employed as the Chief Financial Officer of Vomela Specialty Company, St. Paul,
Minnesota, from 1989 to 1994 and Com-Tal Machine and Engineering, Vadnais
Heights, Minnesota, from 1984 to 1989. Mr. Fink was employed by McGladrey &
Pullen, Certified Public Accountants, as an auditor from 1980 to 1984. Mr. Fink
holds a Bachelor of Science degree in Accounting from the University of
3
<PAGE>
Minnesota, a Masters of Business Administration degree in Financial Management
from the University of St. Thomas, and is also a Certified Public Accountant.
ROBERT S. CLARKE has been a director of the Company since March 1993. Since
1981 Mr. Clarke has been the President of Alpen, Inc., Boulder, Colorado, a
leading manufacturer of architectural insulating glass. Since 1991 Mr. Clarke
has also been President, Chairman and a director of Vac-Tec Systems, Inc., a
public company involved in the manufacture of high performance windows utilizing
suspended vacuum-coated films.
STEVEN KING has been a director of the Company since May 1993. Since 1986
Mr. King has been Chairman and CEO of Landscape Structures, Inc., of Delano,
Minnesota, a company that creates and manufactures innovative play structures
promoting early childhood development.
FRANK BRANTMAN has been a director of the Company since October of 1996.
Since 1988 he has been president of Leaf Industries, Inc., Minneapolis,
Minnesota, a contract manufacturer. Mr. Brantman is also executive vice
president and director of BMB, Inc., a Lake Forest, Illinois, medical products
company. Mr. Brantman has significant private and public board experience.
The Board of Directors held eleven (11) meetings in fiscal 1997. All
directors attended at least 75% of the total number of meetings of the Board and
the committees on which they served.
The Board of Directors presently has three committees:
The Audit Committee, which presently consists of Frank Brantman (Chair) and
Robert S. Clarke, is responsible for selecting auditors, ensuring the fiscal
integrity of the Company, and establishing and reviewing internal controls. The
Audit Committee held three (3) meetings during 1997.
The Compensation Committee, which presently consists of Steven King and Paul
T. Fink, is responsible for developing a plan of compensation for the Company
that is competitive and rewarding to the degree that it will attract, retain and
inspire the performance of executive, managerial and other key personnel. The
Compensation Committee held one (1) meeting during 1997.
The Governance Committee, which presently consists of Steven King and Paul
T. Fink, is responsible for nominating candidates for vacancies on the Board.
The Governance Committee will consider nominees recommended by shareholders
under procedures set forth in the Company's By-Laws. Section 3.17 of Article III
of the By-Laws provides that a candidate may not be nominated for election as a
director at the annual meeting of shareholders unless the nomination was
previously submitted to the Board or its Governance Committee. A shareholder
wishing to nominate a candidate for director at an annual meeting of
shareholders must do so no later than sixty (60) days prior to the end of the
Company's fiscal year preceding the year in which such annual meeting will be
held. Nominations are deemed made when the Secretary of the Company receives all
of the following: (a) all information about the nominee which may be required to
be provided with any proxy or information statement pursuant to the Securities
Exchange Act of 1934, as amended, and rules promulgated thereunder; (b) a
completed copy of the questionnaire required by the Corporation for all director
nominees, executed by the nominee; (c) a statement signed by the nominee
consenting to his nomination and agreeing, if elected, to serve as a director of
the Corporation; and (d) if submitted by a shareholder, appropriate evidence
that the person submitting the nomination is a shareholder of the Corporation.
The Governance Committee held one (1) meeting in 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES.
4
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
current and former Chief Executive Officers. No other employee of the Company
received salary and bonus in excess of $100,000 for the covered periods:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL -------------
COMPENSATION SECURITIES
------------- UNDERLYING
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY OPTIONS(2)
- --------------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
Paul T. Fink 1977 $ 112,215 125,000
Chief Executive Officer
and Director
David E. Stevenson 1997 22,375 --
Former Chief Executive 1996 81,719 --
Officer and Chairman(1) 1995 81,560 25,000(3)
</TABLE>
- ------------------------
(1) Resigned in March 1997.
(2) Number of shares of Common Stock subject to options granted during the year
indicated.
(3) Options to purchase 25,000 shares were granted to Mr. Stevenson as part of
his 1995 compensation as an officer and employee of the Company. These
options expired unexercised in 1997.
EMPLOYMENT AGREEMENT
The Company has executed an employment agreement with Paul T. Fink, its
President and Chief Executive Officer. The agreement has an initial term through
December 31,1999, and automatically renews for successive one-year terms unless
either party gives sixty (60) days written notice of non-renewal. The agreement
also provided for the issuance of options for the purchase of 100,000 shares of
the Company's common stock to Mr. Fink upon execution of the agreement.
STOCK OPTIONS
On December 15, 1992, the Board of Directors and shareholders of the Company
adopted the 1992 Stock Option Plan (the "Plan") in order to provide for the
granting of stock purchase options to employees and officers of the Company. The
Plan permits the granting of incentive stock options meeting the requirements of
Section 422A of the Internal Revenue Code of 1986, as amended, and also
non-qualified stock options which do not meet the requirements of such section.
As amended by the Board of Directors and approved by the shareholders in
February of 1996, the Company has reserved 625,000 shares of its common stock
for issuance upon the exercise of options granted under the Plan. As of the date
of this report, the Company has outstanding options to purchase an aggregate of
277,125 shares under the Plan.
5
<PAGE>
OPTIONS GRANTED FOR THE YEAR ENDED DECEMBER 31, 1997
The following table summarizes the options granted to named executive
officers during the latest fiscal year:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED
UNDERLYING OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE DATE
- --------------- ------------------- ----------------- ----------- --------------
<S> <C> <C> <C> <C>
Paul T. Fink 25,000 12% $ 1.88 April 2007
100,000 48% 4.50 August 2007
</TABLE>
AGGREGATE OPTION VALUES AT DECEMBER 31, 1997
The following table sets forth certain information at December 31, 1997, as
to options held by the Company's Chief Executive Officer:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY
12/31/97 OPTIONS AT 12/31/97(1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Paul T. Fink 130,000 5,000 $ 64,375 $ 1,875
</TABLE>
- ------------------------
(1) The value of exercisable options is equal to the difference between the
December 31, 1997 market price per share and the option exercise price per
share multiplied by the number of shares subject to options.
COMPENSATION OF DIRECTORS
Directors were paid $500 per meeting for attending meetings in 1997. All
directors are reimbursed for their travel expenses incurred in attending Board
meetings.
During 1995, the Board of Directors granted currently exercisable options to
purchase 5,000 shares of common stock at $4.00 per share to each outside member
of the Board of Directors (for options to purchase an aggregate of 15,000 shares
of common stock). In addition, the Board of Directors granted options to
purchase 15,000 shares of common stock at $4.00 per share to each outside member
of the Board of Directors (for options to purchase an aggregate of 45,000 shares
of common stock), which vest over a three-year period commencing March 15, 1996.
In 1997, the Board of Directors granted currently exercisable options to
purchase 5,000 shares of common stock at $1.875 per share to one outside board
member. In addition, the Board of Directors granted options to purchase 15,000
shares of common stock at $1.875 per share to each outside member of the Board
of Directors (for options to purchase an aggregate of 45,000 shares of common
stock). All options granted to members of the Board of Directors expire ten
years after the date of grant.
6
<PAGE>
CERTAIN TRANSACTIONS
In September 1997, Steven King made a loan to the Company in the amount of
$1,000,000. The loan bears interest at 3.5 percent over the reference rate, as
defined in the loan agreement, and is payable in monthly installments through
February 2002. In connection with the loan, the Company issued to Mr. King
warrants for the purchase of 100,000 shares of the Company's common stock at a
price of $5.00 per share. The warrants are exercisable between September 1998
and September 2007. In November 1997, Mr. King increased the loan by $100,000,
and warrants to purchase an additional 10,000 shares of common stock at $4.00
per share were issued to him by the Company.
In February 1998, as consideration for extension of the loan and
modification of the security agreement collateralizing the loan, the Company
issued warrants to purchase an additional 100,000 shares of common stock to Mr.
King. These warrants are exercisable between February 1999 and September 2007 at
a price of $4.25 per share.
All of the above warrants provide for the automatic adjustment of the number
of shares issuable upon exercise of the warrants, and of the exercise price, in
certain events, including stock dividends, stock splits, reorganizations,
reclassifications and the merger, consolidation or sale of all or substantially
all of the assets of the Company. The warrants grant certain registration rights
with respect to the stock issuable upon exercise of the warrants in the event
the Company proposes to register any shares of its common stock under the
Securities Act of 1933. These registration rights are not applicable under
certain circumstances.
2. OTHER MATTERS
Management does not know of any other business which will be presented for
consideration at the Annual Meeting; however, if any other business does
properly come before the meeting, proxies will be voted in accordance with the
best judgment of the person or persons acting under them.
PROPOSALS BY SHAREHOLDERS
Any proposal that a shareholder intends to present at the 1999 Annual
Meeting must be received by the Company no later than December 16, 1998 for
inclusion in the 1998 Notice of Annual Meeting, Proxy Statement, and form of
proxy.
FORM 10-KSB
The Company will provide each person whose proxy is solicited, upon the
written request of any such person, a copy of its annual report on Form 10-KSB
as filed with the Securities and Exchange Commission, including the financial
statements and financial statement schedules required to be filed with the
Commission. Such written request should be directed to Judith E. Tucker,
Corporate Secretary, Photran Corporation, 21875 Grenada Avenue, Lakeville,
Minnesota 55044.
BY ORDER OF THE BOARD OF DIRECTORS
[SIGNATURE]
Judith E. Tucker, SECRETARY
Dated: April 20, 1998.
7
<PAGE>
PHOTRAN CORPORATION
Proxy for Annual Meeting of Shareholders
May 22, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF PHOTRAN CORPORATION
The undersigned hereby appoints Paul T. Fink and Steven King, or either
of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of common stock of Photran Corporation held of record by the
undersigned on April 14, 1998 at the Annual Meeting of Shareholders of
Photran Corporation to be held at 3:30 p.m. on Friday, May 22, 1998, at the
Super 8 Motel, 20800 Kenrick Avenue, Lakeville, Minnesota, and any
adjournment thereof.
1. ELECTION OF DIRECTORS:
____ VOTE FOR the nominees listed below UNLESS I have struck a nominee
by a line through his name.
STEVEN KING ROBERT S. CLARKE
____ WITHHOLD AUTHORITY to vote for ALL nominees listed above.
2. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting. Management is not
presently aware of any such matters to be presented for action.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THIS PROXY, BUT IF
THIS PROXY IS RETURNED WITH NO DIRECTION MADE, THEY WILL BE VOTED "FOR" ALL
DIRECTORS NAMED IN ITEM 1.
<PAGE>
The undersigned hereby ratifies and confirms all that the Proxies shall
lawfully do or cause to be done by virtue hereof and hereby revokes all
proxies heretofore given to vote such shares.
___________________________________
Signature
___________________________________
Signature if held jointly
Dated: ______________________, 1998
(Please date this Proxy)
(Please sign exactly as your name appears
to the left. When shares are held by joint
tenants, both should sign. When signing as
executor, administrator, attorney, trustee
or guardian, please give full title as such.
If a corporation, please sign in full corporate
name by president or other authorized officer.
If a partnership, please sign in partnership
name by an authorized person.)
PLEASE SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
